Specific Actions Authorized by Tenant. Without limiting the generality of the authority granted to Manager in Section 2.1.4, but subject in each case to the provisions, terms and conditions of the Lease, the Annual Budget then in effect, the Operating Limitations and the other provisions, terms and conditions set forth in this Agreement, including the Manager’s Standard of Care, the Operating Standard, Applicable Law and the provisions, terms and conditions of Section 2.2, Tenant’s general grant of authority under Section 2.1.4 and this Section 2.1.5 shall specifically include the right, authority and responsibility of Manager to take, on behalf of Tenant during the Term, the following actions in a Non-Discriminatory manner (either directly or, to the extent permitted under this Agreement, through a third party designated or subcontracted by Manager, which may be an Affiliate of Manager), and in a manner consistent with the corporate policy applicable to the Other Managed Facilities and Other Managed Resorts: 2.1.5.1 (a) hire, supervise, train and discharge all Managed Facility Personnel; and (b) establish all salary, fringe benefits and benefits plans for the Managed Facility Personnel; 2.1.5.2 establish and administer Bank Accounts for the operation of the Managed Facility in accordance with Section 5.4; 2.1.5.3 prepare and deliver to Tenant for Tenant’s review and approval operating plans and budgets in accordance with Section 5.1; 2.1.5.4 plan, account for and supervise all repairs, capital replacements and improvements to the Managed Facility or any portion thereof in accordance with Sections 5.2.1 and 5.2.2; 2.1.5.5 establish and maintain for the Managed Facility accounting, internal controls and reporting systems that are adequate to provide Tenant, Manager and the Designated Accountant with sufficient information about the Managed Facility to permit the preparation of the financial statements and reports contemplated in Article X and which are in compliance in all material respects with all Applicable Laws; 2.1.5.6 negotiate, enter into and administer, in the name of Tenant, all subleases, service contracts, licenses and other contracts and agreements Manager deems necessary or advisable for the Operation of the Managed Facility, including contracts and licenses for: (a) health and life safety systems and security force and related security measures; (b) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and other building systems; (c) electricity, gas and telecommunications (including television and internet service); (d) cleaning, laundry and dry cleaning services; (e) use of third party copyrighted materials (including games, filmed entertainment, music and videos); (f) entertainment; (g) Gaming machines and other Gaming equipment in the event applicable Gaming Regulations permit or require Tenant to own or lease and maintain such Gaming equipment and non-Gaming equipment; and (h) ownership and operation of Gaming servers; 2.1.5.7 to the extent delegable, negotiate, administer and perform (or cause to be performed) all obligations of Tenant, in the name of Tenant, under all subleases, licenses and concession agreements or other agreements for the right to use or occupy any public space at the Managed Facility, including any store, office, parking facility or lobby space thereunder; 2.1.5.8 supervise and purchase or lease or arrange for the purchase or lease of, all FF&E and Supplies that are necessary or advisable for the Operation of the Managed Facility in accordance with this Agreement; 2.1.5.9 be the primary interface for all interactions by Tenant with the Gaming Authorities in connection with the Managed Facility which shall include: (a) oversight of any amendments to any licenses or permits required to be held by Tenant by the applicable Gaming Authorities under any applicable Gaming Regulations; (b) coordination of all lobbying efforts with respect to the activities conducted or proposed to be conducted by Tenant in connection with the Managed Facility; and (c) preparation and implementation of all actions required with respect to any filing by Tenant with the applicable Gaming Authorities relating to the Managed Facility; provided that Manager shall (i) consult with and keep Tenant apprised of (x) the status of any annual or other periodic license renewals for the operation of Gaming activities at the Managed Facility with the Gaming Authorities and (y) the status of non-routine matters before the Gaming Authorities regarding the Managed Facility and (ii) promptly deliver to Tenant copies of any and all non-routine notices received (or sent) by Manager from (or to) any Gaming Authorities; provided, further, that any filings or Gaming License relating to Tenant and Tenant’s Affiliates shall be the responsibility of Tenant; 2.1.5.10 apply for and process applications and filings for all Approvals in a manner and within the time periods that are required for the Managed Facility to be operated on a continuous and uninterrupted basis (other than Gaming Licenses relating to Tenant and Tenant’s Affiliates). Manager shall act in a reasonably diligent manner to assure that all reports required by any Governmental Authority pertaining to the Managed Facility are properly filed on or prior to their due date. Tenant shall file all such other reports pertaining to Tenant. Manager shall prepare, maintain and provide to Tenant, at Tenant’s request, a listing of all Approvals and reports required by any Governmental Authority and the term, duration or frequency of such Approvals and reports for the Managed Facility to be operated in a continuous and uninterrupted basis;
Appears in 6 contracts
Samples: Management and Lease Support Agreement (Vici Properties Inc.), Management and Lease Support Agreement (CAESARS ENTERTAINMENT Corp), Management and Lease Support Agreement (CAESARS ENTERTAINMENT Corp)
Specific Actions Authorized by Tenant. Without limiting the generality of the authority granted to Manager in Section 2.1.4, but subject in each case to the provisions, terms and conditions of the Lease, the Annual Budget then in effect, the Operating Limitations and the other provisions, terms and conditions set forth in this Agreement, including the Manager’s Standard of Care, the Operating Standard, Applicable Law and the provisions, terms and conditions of Section 2.2, Tenant’s general grant of authority under Section 2.1.4 and this Section 2.1.5 shall specifically include the right, authority and responsibility of Manager to take, on behalf of Tenant during the Term, the following actions in a Non-Discriminatory manner (either directly or, to the extent permitted under this Agreement, through a third party designated or subcontracted by Manager, which may be an Affiliate of Manager), and in a manner consistent with the corporate policy applicable to the Other Managed Facilities and Other Managed Resorts:
2.1.5.1 (a) hire, supervise, train and discharge all Managed Facility Personnel; and (b) establish all salary, fringe benefits and benefits plans for the Managed Facility Personnel;
2.1.5.2 establish and administer Bank Accounts for the operation of the Managed Facility in accordance with Section 5.4;
2.1.5.3 prepare and deliver to Tenant for Tenant’s review and approval operating plans and budgets in accordance with Section 5.1;
2.1.5.4 plan, account for and supervise all repairs, capital replacements and improvements to the Managed Facility or any portion thereof in accordance with Sections 5.2.1 and 5.2.2;
2.1.5.5 establish and maintain for the Managed Facility accounting, internal controls and reporting systems that are adequate to provide Tenant, Manager and the Designated Accountant with sufficient information about the Managed Facility to permit the preparation of the financial statements and reports contemplated in Article X and which are in compliance in all material respects with all Applicable Laws;
2.1.5.6 negotiate, enter into and administer, in the name of Tenant, all subleases, service contracts, licenses and other contracts and agreements Manager deems necessary or advisable for the Operation of the Managed Facility, including contracts and licenses for: (a) health and life safety systems and security force and related security measures; (b) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and other building systems; (c) electricity, gas and telecommunications (including television and internet service); (d) cleaning, laundry and dry cleaning services; (e) use of third party copyrighted materials (including games, filmed entertainment, music and videos); (f) entertainment; (g) Gaming machines and other Gaming equipment in the event applicable Gaming Regulations permit or require Tenant to own or lease and maintain such Gaming equipment and non-Gaming equipment; and (h) ownership and operation of Gaming servers;
2.1.5.7 to the extent delegable, negotiate, administer and perform (or cause to be performed) all obligations of Tenant, in the name of Tenant, under all subleases, licenses and concession agreements or other agreements for the right to use or occupy any public space at the Managed Facility, including any store, office, parking facility or lobby space thereunder;
2.1.5.8 supervise and purchase or lease or arrange for the purchase or lease of, all FF&E and Supplies that are necessary or advisable for the Operation of the Managed Facility in accordance with this Agreement;
2.1.5.9 be the primary interface for all interactions by Tenant with the Gaming Authorities in connection with the Managed Facility which shall include: (a) oversight of any amendments to any licenses or permits required to be held by Tenant by the applicable Gaming Authorities under any applicable Gaming Regulations; (b) coordination of all lobbying efforts with respect to the activities conducted or proposed to be conducted by Tenant in connection with the Managed Facility; and (c) preparation and implementation of all actions required with respect to any filing by Tenant with the applicable Gaming Authorities relating to the Managed Facility; provided that Manager shall (i) consult with and keep Tenant apprised of (x) the status of any annual or other periodic license renewals for the operation of Gaming activities at the Managed Facility with the Gaming Authorities and (y) the status of non-routine matters before the Gaming Authorities regarding the Managed Facility and (ii) promptly deliver to Tenant copies of any and all non-routine notices received (or sent) by Manager from (or to) any Gaming Authorities; provided, further, that any filings or Gaming License relating to Tenant and Tenant’s Affiliates shall be the responsibility of Tenant;
2.1.5.10 apply for and process applications and filings for all Approvals in a manner and within the time periods that are required for the Managed Facility to be operated on a continuous and uninterrupted basis (other than Gaming Licenses relating to Tenant and Tenant’s Affiliates). Manager shall act in a reasonably diligent manner to assure that all reports required by any Governmental Authority pertaining to the Managed Facility are properly filed on or prior to their due date. Tenant shall file all such other reports pertaining to Tenant. Manager shall prepare, maintain and provide to Tenant, at Tenant’s request, a listing of all Approvals and reports required by any Governmental Authority and the term, duration or frequency of such Approvals and reports for the Managed Facility to be operated in a continuous and uninterrupted basis;
2.1.5.11 institute in its own name, or in the name of Tenant or the Managed Facility, using Approved Counsel, all legal actions or proceedings to, on behalf of Tenant: (a) collect charges, rent or other income derived from the Managed Facility’s operations; (b) oust or dispossess guests, tenants or other Persons wrongfully in possession therefrom; or (c) terminate any sublease, license or concession agreement for the breach thereof or default thereunder by the subtenant, licensee or concessionaire;
2.1.5.12 using Approved Counsel, defend and control any and all legal actions or proceedings arising from Claims against any Tenant Indemnified Party or any Manager Indemnified Party; provided that as soon as reasonably practical, Manager shall notify Tenant in writing of the commencement of any legal action or proceeding concerning the Managed Facility which could reasonably be anticipated to involve an expense, liability or damage to Tenant that either is not fully covered by insurance or, whether or not covered by insurance, is in excess of Two Hundred Fifty Thousand Dollars ($250,000); provided, further, however, that, unless insurance policies dictate otherwise, that (a) Tenant may appoint counsel, defend and control any and all legal actions or proceedings pertaining to real property related claims not involving the Operation of the Managed Facility (such as zoning disputes, structural defects and title disputes); (b) in determining what portion, if any, of the cost of any legal actions or proceedings described in clause (a) above is to be allocated to the Managed Facility, such allocation shall be made in a Non-Discriminatory manner, and due consideration shall be given to the potential impact of such legal action or proceeding on the Managed Facility as compared with the potential impact on Manager or its Affiliates, the Other Managed Facilities or the Other Managed Resorts; and (c) if Tenant is also a named party in such legal actions or proceedings, Tenant shall have the right to appoint separate counsel to prosecute and defend its interests, such appointment being at Tenant’s sole cost and expense (it being understood, without limiting Section 2.5, that nothing in this Section 2.1.5.12 shall be deemed to limit Landlord’s rights in respect of any legal actions or proceedings affecting the real property or otherwise impacting any of Landlord’s interests);
2.1.5.13 using Approved Counsel, take actions to challenge, protest, appeal or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Managed Facility or any alleged non-compliance with, or violation of, any Applicable Law (with the cost of such challenge, protest, appeal or litigation being treated in the same manner as the cost of compliance with the Applicable Law in question would be treated under Section 5.1.5.4);
2.1.5.14 in Consultation with Tenant, establish and implement all policies and procedures of credit to patrons of the Managed Facility;
2.1.5.15 collect and account for and remit to Governmental Authorities all applicable excise, sales, occupancy and use Taxes and all other Taxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Managed Facility directly from patrons or guests (including those Taxes based on the sales price of any goods, services, or displays, gross receipts or admission) or imposed by Applicable Laws on the Managed Facility or the Operation thereof;
2.1.5.16 subject to Applicable Law and in Consultation with Tenant, establish the types of Gaming activities to be offered at the Managed Facility, including the matrix of owned, leased, progressive and electronic games and Gaming systems and, in Consultation with Tenant, establish all policies and procedures for Gaming at the Managed Facility;
2.1.5.17 supervise, direct and control all non-Gaming activities to be conducted at the Managed Facility, including all hospitality, retail, food and beverage and other related activities;
2.1.5.18 establish and implement policies and procedures regarding, and assign Managed Facility Personnel to resolve, disputes with patrons of the Managed Facility;
2.1.5.19 establish rates for all areas within the Managed Facility, including all: (a) charges for food and beverage; (b) charges for recreational and other guest amenities at the Managed Facility; (c) subject to Applicable Law, policies with respect to discounted and complimentary food and beverage and other services at the Managed Facility; (d) billing policies (including entering into agreements with credit card organizations); (e) price and rate schedules; and (f) rents, fees and charges for all subleases, concessions or other rights to use or occupy any space in the Managed Facility;
Appears in 3 contracts
Samples: Management and Lease Support Agreement (Vici Properties Inc.), Management and Lease Support Agreement (CAESARS ENTERTAINMENT Corp), Management and Lease Support Agreement (CAESARS ENTERTAINMENT Corp)
Specific Actions Authorized by Tenant. Without limiting the generality of the authority granted to Manager in Section 2.1.4, but subject in each case to the provisions, terms and conditions of the Master Lease, the Annual Budget then in effect, the Operating Limitations and the other provisions, terms and conditions set forth in this Agreement, including the Manager’s Standard of Care, the Operating Standard, Applicable Law and the provisions, terms and conditions of Section 2.2, Tenant’s general grant of authority under Section 2.1.4 and this Section 2.1.5 shall specifically include the right, authority and responsibility of Manager to take, on behalf of Tenant during the Term, the following actions in a Non-Discriminatory manner (either directly or, to the extent permitted under this Agreement, through a third party designated or subcontracted by Manager, which may be an Affiliate of Manager), and in a manner consistent with the corporate policy applicable to the Other Managed Facilities and Other Managed Resorts:
2.1.5.1 (a) hire, supervise, train and discharge all Managed Facility Facilities Personnel; and (b) establish all salary, fringe benefits and benefits plans for the Managed Facility Facilities Personnel;
2.1.5.2 establish and administer Bank Accounts for the operation of the Managed Facility Facilities in accordance with Section 5.4;
2.1.5.3 prepare and deliver to Tenant for Tenant’s review and approval operating plans and budgets in accordance with Section 5.1;
2.1.5.4 plan, account for and supervise all repairs, capital replacements and improvements to the Managed Facility Facilities or any portion thereof in accordance with Sections 5.2.1 and 5.2.2;
2.1.5.5 establish and maintain for the Managed Facility Facilities accounting, internal controls and reporting systems that are adequate to provide Tenant, Manager and the Designated Accountant with sufficient information about the Managed Facility Facilities to permit the preparation of the financial statements and reports contemplated in Article X and which are in compliance in all material respects with all Applicable Laws;
2.1.5.6 negotiate, enter into and administer, in the name of Tenant, all subleases, service contracts, licenses and other contracts and agreements Manager deems necessary or advisable for the Operation of the Managed FacilityFacilities, including contracts and licenses for: (a) health and life safety systems and security force and related security measures; (b) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and other building systems; (c) electricity, gas and telecommunications (including television and internet service); (d) cleaning, laundry and dry cleaning services; (e) use of third party copyrighted materials (including games, filmed entertainment, music and videos); (f) entertainment; (g) Gaming machines and other Gaming equipment in the event applicable Gaming Regulations permit or require Tenant to own or lease and maintain such Gaming equipment and non-Gaming equipment; and (h) ownership and operation of Gaming servers;
2.1.5.7 to the extent delegable, negotiate, administer and perform (or cause to be performed) all obligations of Tenant, in the name of Tenant, under all subleases, licenses and concession agreements or other agreements for the right to use or occupy any public space at the Managed FacilityFacilities, including any store, office, parking facility or lobby space thereunder;
2.1.5.8 supervise and purchase or lease or arrange for the purchase or lease of, all FF&E and Supplies that are necessary or advisable for the Operation of the Managed Facility Facilities in accordance with this Agreement;
2.1.5.9 be the primary interface for all interactions by Tenant with the Gaming Authorities in connection with the Managed Facility Facilities which shall include: (a) oversight of any amendments to any licenses or permits required to be held by Tenant by the applicable Gaming Authorities under any applicable Gaming Regulations; (b) coordination of all lobbying efforts with respect to the activities conducted or proposed to be conducted by Tenant in connection with the Managed FacilityFacilities; and (c) preparation and implementation of all actions required with respect to any filing by Tenant with the applicable Gaming Authorities relating to the Managed FacilityFacilities; provided that Manager shall (i) consult with and keep Tenant apprised of (x) the status of any annual or other periodic license renewals for the operation of Gaming activities at the Managed Facility with the Gaming Authorities and (y) the status of non-routine matters before the Gaming Authorities regarding the Managed Facility and (ii) promptly deliver to Tenant copies of any and all non-routine notices received (or sent) by Manager from (or to) any Gaming Authorities; provided, further, that any filings or Gaming License relating to Tenant and Tenant’s Affiliates shall be the responsibility of Tenant;
2.1.5.10 apply for and process applications and filings for all Approvals in a manner and within the time periods that are required for the Managed Facility to be operated on a continuous and uninterrupted basis (other than Gaming Licenses relating to Tenant and Tenant’s Affiliates). Manager shall act in a reasonably diligent manner to assure that all reports required by any Governmental Authority pertaining to the Managed Facility are properly filed on or prior to their due date. Tenant shall file all such other reports pertaining to Tenant. Manager shall prepare, maintain and provide to Tenant, at Tenant’s request, a listing of all Approvals and reports required by any Governmental Authority and the term, duration or frequency of such Approvals and reports for the Managed Facility to be operated in a continuous and uninterrupted basis;of
Appears in 1 contract
